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Armour Trust PLC (AMR)

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Thursday 31 October, 2002

Armour Trust PLC

Final Results

Armour Trust PLC
31 October 2002

                       ARMOUR TRUST PLC ('ARMOUR TRUST ')

             Preliminary Results for the year ended 31 August 2002



                              CHAIRMAN'S STATEMENT



RESULTS AND DIVIDEND



In the year ended 31 August 2002, profit before taxation, exceptional charges
and goodwill increased by 17% to £0.7 million (31 August 2001: £0.6 million).
Group sales were up 16% at £13.3 million (31August 2001: £11.5 million). Basic
underlying earnings per share were 1.5p (31 August 2001: 1.6p). Equity
shareholders' funds were £8.8 million (31 August 2001: £8.8 million) and the
Group's net cash position increased by 10% to £5.0 million (31 August 2001: £4.5
million).



This is a commendable set of results, although it is disappointing that they
have been distorted, at an earnings level, by the exceptional items, which
related to the litigation and capital reduction proposal previously reported to
shareholders. I am pleased to report that these two exceptional matters have now
been settled.  However, the strength of the Group is underlined by the cash
performance over the past year, where, despite exceptional costs of £0.4
million, the net cash balances have increased by £0.5 million to £5.0 million.



The Board is recommending a dividend for the year of 0.25p (31 August 2001: Nil
p) per ordinary share.



AUDIO ELECTRONICS DIVISION



The Audio Electronics Division has performed well, comfortably beating last
year's results and exceeding its budgeted profit targets.  The trading pattern
for the year has been very similar to last year with the second half of the
financial year being much busier than the first, reflecting the seasonally
stronger summer period.  Autoleads, the specialist range of connectivity
solutions for in-car entertainment and communications, continues to be the
backbone to sales and growth with RM Audio, the mid-market car audio brand and
Kicker, the high end specialist speaker and amplifier brand, providing
satisfactory and positive contributions in their supporting roles.



Supporting the growth in sales is a programme of internal investment in our
operating infrastructure and new product development.  During the year, we
launched over one hundred new products, including three complete new ranges,
redesigned the Autoleads logo and packaging and upgraded our service delivery
operation.  It is this investment that will fuel future organic growth.



PEOPLE



The people in any business are critical to its success.  Since joining the Board
in January 2002, Steve Bodger and I have been impressed by the commitment and
professionalism of the Group's employees.  We would like to acknowledge the
Board's appreciation of their efforts, support and dedication over the past
year.



STRATEGY



The Group's strategy is to grow profitably through both organic development and
by acquisition.



Our ongoing programme of internal investment will drive the organic growth.  In
terms of acquisitive growth, we seek opportunities that offer the potential of
sustained growth in shareholder value.  Over the past nine months, a number of
opportunities, which meet the criteria set by the Board, have been pursued and
evaluated.  However, matching the price aspirations of the vendors to our own
valuations have been elusive to date, although I am confident that the right
deal will be found in due course.



OUTLOOK



The Group is financially strong and has weathered the economic volatility of the
past year well.  The Audio Electronics Division maintains a market leading
position within its niche in the in-car entertainment and communications market
and despite the uncertain economic background, the Board remains confident of
the Group's prospects for the current year.







BOB MORTON

Chairman

30 October 2002






Consolidated Profit and Loss Account

For the year ended 31 August 2002





                                                                                                      Restated*
                                                                      31 August 2002                 31 August
                                                                                                          2001

                                                     Note      Excluding Goodwill and       Total        Total
                                                            goodwill and  exceptional
                                                             exceptional        items
                                                                   items
                                                                    £000         £000        £000         £000

Turnover
Continuing operations                                             13,304            -      13,304       11,489

Operating profit
Continuing operations                                                580         (72)         508          410

Exceptional Items
Reorganisation costs - continuing operations          2                -        (266)       (266)            -
Loss on discontinued operations                       2                -        (145)       (145)            -

Amounts written off  investments
Continuing operations                                 3                             -           -         (24)
                                                                       -

                                                                       -        (411)       (411)         (24)

Profit/(loss) on ordinary activities before                          580        (483)          97          386
interest

Net Interest                                                                                  149          151

Profit on ordinary activities before  taxation                                                246          537
Taxation on profit on ordinary activities             4                                     (133)            4

Profit on ordinary activities after taxation                                                  113          541
Equity dividend                                       5                                     (100)            -

Profit for the year retained                                                                   13          541


Earnings per ordinary share                           6
Basic                                                                                        0.3p         1.3p
Basic - underlying                                                                           1.5p         1.6p
Diluted                                                                                      0.3p         1.3p
Diluted - underlying                                                                         1.5p         1.6p


* See Note 1



Consolidated Statement of Total Recognised Gains and Losses

For the year ended 31 August 2002


                                                                                                Restated *

                                                                         31 August 2002     31 August 2001



                                                                                   £000               £000

Profit for the year                                                                 113                541
Currency translation differences on foreign currency net investments                  -                (7)

Total recognised gains and losses relating to the year                              113                534

Prior year adjustment                                                                39                  -

                                                                                    152                534





* See Note 1

Consolidated Balance Sheet

At 31 August 2002


                                                                                                    Restated*

                                                              Note         31 August 2002      31 August 2001
                                                                                     £000                £000
Fixed assets
Intangible assets                                                                   1,200               1,272
Tangible assets                                                                       352                 433
Investments                                                                           176                 176

                                                                                    1,728               1,881

Current assets
Stocks                                                                              2,415               1,986
Debtors                                                                             2,494               2,312
Cash at bank and in hand                                                            4,950               4,514

                                                                                    9,859               8,812

Creditors: amounts falling due within one year                                    (2,793)             (1,913)

Net current assets                                                                  7,066               6,899

Total assets less current liabilities                                               8,794               8,780

Capital and reserves
Called up share capital                                                             4,044               4,043
Share premium account                                          7                        -               5,586
Special reserve account                                        7                    4,958                   -
Profit and Loss Account                                                             (208)               (849)

Equity shareholders' funds                                                          8,794               8,780





* See Note 1



Consolidated Cash Flow Statement

For the year ended 31 August 2002


                                                    Note                 31 August          31 August 2001
                                                                              2002
                                                                  £000        £000        £000        £000


Net cash inflow from operating activities           8(a)                     1,010                     335

Returns on investments and servicing of finance
Interest paid                                                        -                    (16)
Interest received                                                  143                    176
Interest element of finance lease rentals                           (3)                    (9)

Net cash inflow from returns on investments and                                140                     151
servicing of finance

Corporate taxation paid                                                      (129)                    (99)

Capital expenditure and financial investment
Payments to acquire tangible assets                              (202)                   (250)
Sale of tangible assets                                             41                      34

Net cash outflow from capital expenditure and                                (161)                   (216)
financial investment

Acquisitions and disposals
Purchase of subsidiary undertakings                                  -                   (125)
Litigation costs relating to discontinued                        (145)                       -
operations

Net cash outflow from acquisitions and disposals                             (145)                   (125)

Equity dividends paid                                                            -                   (150)

Net cash inflow/(outflow) before financing                                     715                   (104)

Financing
Issue of ordinary share capital                                      1                       2
Capital reduction and reorganisation                             (266)                       -
Capital element of finance lease rental repayments                (14)                    (62)

Net cash outflow from financing                                              (279)                    (60)

Net cash inflow/(outflow) after financing, being
the increase/(decrease) in
   cash in the year                                 8(b)                       436                   (164)






Notes to the preliminary financial information





1.      Basis of preparation



The financial information set out in this announcement does not constitute the
Group's financial statements for the year ended 31 August 2002 and the year
ended 31 August 2001. Financial statements for the year ended 31 August 2001
have been delivered to the Registrar of Companies. The auditors have reported on
those accounts; their report was  unqualified and did not contain statements
under section 237 (2) or 237 (3) of the Companies Act 1985.



This financial information adopts Financial Reporting Standard 19, 'Deferred
Tax', and full provision has been made on an undiscounted basis, replacing the
previous partial provisioning policy.  The comparative figures for the year
ended 31 August 2001 have been restated to reflect this change.  The effect on
the Consolidated Balance Sheet at 31 August 2001 is to create a deferred
taxation asset of £39,000.  The effect on the Consolidated Profit and Loss
Account for the year ended 31 August 2001 is to create a deferred taxation
credit of £4,000.



The full audited accounts of Armour Trust plc for the year ended 31 August 2002
are expected to be posted to shareholders no later than 11 November 2002 and
will be available to the public at the Company's registered office, Lonsdale
House, 7-9 Lonsdale Gardens, Tunbridge Wells, TN1 1NU from that date.





2.      Exceptional Items






                                                                            31 August 2002      31 August 2001
                                                                                      £000                £000

Reorganisation costs                                                                 (266)                   -
Litigation costs relating to discontinued operations                                 (145)                   -

                                                                                     (411)                   -



In September 2001, as reported in the Annual Report 2001, the Directors put into
effect a fundamental change in the Group's overall strategy. This change
involved terminating the service agreements of the executive Directors, closing
the head office and returning cash to shareholders. Between September 2001 and
January 2002, the above reorganisation costs were incurred in putting this
strategy into effect. At an Extraordinary General Meeting on 7 January 2002, the
return of cash was rejected by shareholders. Following the Extraordinary General
Meeting, two new non-executive Directors were appointed, the overall strategy of
the Group was again reviewed and, consequently, the executive Directors were
invited and agreed to continue in office.



As disclosed in the Annual Report 2001, the Company was joined as a party to
litigation between a former supplier to the Group and a former subsidiary
undertaking, arising out of a distribution agreement.  Damages of £2.0 million
were claimed from the former subsidiary undertaking in respect of alleged
breaches of the agreement and it was contended that the Company was a guarantor
of any sums found to be payable by the former subsidiary undertaking.  A direct
claim was also made against the Company for damages in the sum of £2.0 million.
The maximum sum recoverable either pursuant to the alleged guarantee or under
the direct claim was £2.0 million plus interest and costs. The Company took and
acted on legal advice, wholly refuting the claims.  The litigation has now been
satisfactorily settled.









3.  Amounts Written off Investments


The trustees of the Armour Employees Share Trust hold 966,000 of the Company's
shares, which are shown as fixed asset investments in accordance with UITF 13.
At 31 August 2001, these investments were written down to their market value of
£176,000 in anticipation of the then proposed capital reduction.  The capital
reduction proposal was subsequently rejected and consequently, although the
market value of the shares at 31 August 2002 was £171,000, no further write down
has been made as it is not deemed a permanent reduction in value.





4.      Taxation on Profit on Ordinary Activities


                                                                      31 August 2002         31 August 2001
                                                                                £000                   £000

UK Corporation Tax at 30% (2001:30%)                                           (189)                   (74)
Adjustment in respect of prior years                                              47                     80
Deferred taxation                                                                 17                      4
Overseas taxation                                                                (8)                    (6)

                                                                               (133)                      4



The taxation charge assessed for the year is higher than the standard rate of UK
Corporation Tax primarily due to the amortisation of goodwill and a proportion
of the exceptional items being disallowed for taxation purposes.





5.      Equity dividends


                                                                      31 August 2002         31 August 2001
                                                                                £000                   £000

Proposed dividend for the year of 0.25p (2001: Nil p) per                      (100)                      -
ordinary share



The Board is recommending a dividend for the year of 0.25p (31 August 2001: Nil
p) per ordinary share. The dividend is payable on 31 January 2003 to
shareholders on the register on 6 January 2003.





6.      Earnings per ordinary share



Basic earnings per share is calculated by dividing the profit for the year of
£113,000 (31 August 2001: £541,000) by the weighted average number of ordinary
shares in issue during the year of 39,468,017 (31 August 2001: 39,463,026).



Underlying earnings per share is also shown calculated by reference to earnings
before the amortisation of goodwill, non-operating exceptional items and amounts
written off investments. The Directors consider that this gives a useful
additional indication of underlying performance.



Diluted earnings per share is calculated with reference to 39,887,548 (31 August
2001: 39,847,760) ordinary shares. The effect of exercise of options on the
weighted average number of shares in issue is 419,531 (31 August 2001: 384,734).








                                 31 August 2002                        31 August 2001
                                       £'000      Basic p    Diluted p       £'000      Basic p    Diluted p

Profit for the year                      113          0.3          0.3         541          1.3          1.3
Amortisation of goodwill                  72          0.2          0.2          71          0.2          0.2
Exceptional Items                        411          1.0          1.0           -            -            -
Amounts written off investments            -            -            -          24          0.1          0.1

Underlying earnings                      596          1.5          1.5         636          1.6          1.6



7.      Share premium account and special reserve account



On 31 January 2002, the Court approved the transfer of the share premium account
to an undistributable special reserve. The Court also approved subsequent
transfers from the special reserve to the Profit and Loss Account, subject to
conditions. At 31 August 2002, £628,000 has been transferred to the Profit and
Loss Account.



8.      Group cash flow statement



(a) Reconciliation of operating profit to net cash inflow from operating
activities:




                                                                            31 August 2002     31 August 2001
                                                                                      £000               £000

Operating profit                                                                       508                410
Depreciation and other amounts written off tangible fixed assets                       255                272
Amortisation of goodwill                                                                72                 71
(Increase)/decrease in stocks                                                        (430)                200
(Increase)/decrease in debtors                                                       (153)                185
Increase/(decrease) in creditors                                                       771              (804)
(Profit)/loss on disposal of tangible fixed assets                                    (13)                  1

Net cash inflow from operating activities                                            1,010                335



(b) Net Debt


                                                                                     Cash                 Net
                                                                                  At bank                Cash
                                                                                     £000                £000

Net cash at 31 August 2001                                                          4,514               4,514
Increase in cash                                                                      436                 436

Net cash at 31 August 2002                                                          4,950               4,950





9.      Annual General Meeting



The Annual General Meeting will be held on 3 December 2002 at the offices of
Arnold & Porter, Tower 42, 25 Old Broad Street, London, EC2 1HQ at 11.00 a.m.


                      This information is provided by RNS
            The company news service from the London Stock Exchange